Proposed Bylaw Updates

Article / Section2022 Bylaws2025 Governance Bylaw (Proposed)Change Summary Article 1: TitleGeneral Procedures By-LawGovernance By-LawTitle changed to emphasize governance focus. 1.01 Act DefinitionNon-Profit Corporations Act (no year)Non-Profit Corporations Act, 2022Updated to reference 2022 legislation. 1.07 Purpose Environmental professionals meeting, supporting managers, standards, promoting value, Saskatchewan context Same core purposes retainedNo substantive change, minor rewording. 1.08 Code of EthicsDetailed code included (6 clauses)Removed from bylawEthics content relocated or omitted in new draft. 2.02 Membership CategoriesIndividual/Corporate, Associate, StudentVoting, Non-Voting (Students only)Simplified membership categories; corporate membership removed. 3.01 Board Structure President, VP, Secretary, Treasurer, Past President, Membership Director, Program Director, etc. Chair, Vice-Chair, Secretary, Treasurer, Directors-at-largeReduced and simplified board structure. 3.03 QualificationsIndividual or Corporate reps eligibleOnly Voting Members eligibleCorporate representative provision removed. 4.01 OfficersPresident, VP, Secretary, TreasurerChair, Vice-Chair, Secretary, TreasurerOfficer titles updated to Chair/Vice-Chair. 5.01 CommitteesStanding committees listed (Executive, Finance, Program, Membership, Governance)Board may establish committees by resolutionStanding committees removed; governance simplified. 6.01 StaffExecutive Director and/or COO may be appointedBoard may hire persons as neededExecutive Director position removed; simplified authority. 7.02 Annual MeetingWithin four months of fiscal year endWithin six months of fiscal year endExtended timeline for AGM. 7.09 Quorum5 members or majority of directorsSame numerical quorumMinor clarification of quorum rules. 8.2 Borrowing PowersAuthorized by motion of Executive CommitteeAuthorized only by Special Resolution of BoardBorrowing authority restricted. 8.6 LiabilitiesReview insurance bi-annuallyReview insurance at least every second yearMinor rewording of frequency. OverallLonger, more detailed governance frameworkSimplified, focused governance structureStreamlined and modernized to align with 2022 Act. Annual General Meeting | November 18, 2025 PROPOSED BYLAWS UPDATES